Teva Announces Increase of the Maximum Tender Amount of its Debt Tender Offer and Increases to Pool Tender Caps for Pool 2 Notes and Pool 3 Notes

Rhea-AI Summary

Teva Pharmaceutical (NYSE: TEVA) has announced an increase in its debt tender offer from $2.0 billion to $2.25 billion. The company is also raising the Pool Tender Caps for Pool 2 Notes and Pool 3 Notes from $250 million to $350 million each. This follows Teva's successful pricing of approximately $2.3 billion in senior notes on May 20, 2025. The tender offer includes multiple series of notes with varying interest rates and maturities, structured in three pools. Pool 1 has a maximum amount of $1.55 billion, while Pool 2 and Pool 3 each have a cap of $350 million. The offer expires on June 17, 2025, with an Early Tender Time of June 2, 2025. Holders who tender by the Early Tender Time will receive the Total Consideration, which includes an Early Tender Premium.

Positive

• Increased tender offer amount from $2.0B to $2.25B shows strong financial capacity
• Successful pricing of $2.3B senior notes demonstrates market confidence
• Early tender premium offers additional value for noteholders
• Increased Pool Tender Caps provide more flexibility for noteholders

Negative

• Increased debt refinancing could impact future financial flexibility
• Higher interest rates on some of the new notes may increase interest expenses

Insights

Debt Restructuring Analyst

Teva is strengthening its balance sheet by increasing its debt repurchase program to $2.25B from $2.0B, improving financial flexibility.

Teva's expanded $2.25 billion debt tender offer (increased from $2.0 billion) represents a strategic move to optimize its capital structure by retiring existing debt. The company has specifically increased tender caps for Pool 2 Notes from $250 million to $350 million and Pool 3 Notes from $200 million to $350 million, while maintaining the Pool 1 tender cap at $1.55 billion.

This expanded buyback is being financed through Teva's recent successful upsized notes offering of approximately $2.3 billion, which closed on May 20. The company is essentially replacing existing debt with new issuance, likely at more favorable terms or extended maturities given current market conditions.

Looking at the tender structure details, Teva is prioritizing near-term maturities (2026 notes) in Pool 1, followed by 2027 notes in Pool 2, and longer-dated 2029-2031 notes in Pool 3. The pricing shows the company is paying premiums above par for newer sustainability-linked notes (near $997.50 per $1,000 for 2027 notes), while offering a larger discount on older 2026 notes ($981.50 per $1,000).

This liability management exercise indicates Teva is proactively addressing its debt maturity profile, reducing upcoming principal repayments in 2026-2027, and potentially lowering its overall interest burden. By increasing the tender offer size to match its upsized notes offering, Teva is maintaining financial discipline while maximizing the opportunity to improve its debt structure in the current market environment.

The tender offer's early participation deadline (June 2) creates urgency for bondholders, as those tendering after this date would receive $50 less per $1,000 principal amount, incentivizing quick decisions and potentially increasing participation rates.

TEL AVIV, Israel, May 22, 2025 (GLOBE NEWSWIRE) -- Teva Pharmaceutical Industries Ltd. (NYSE and TASE: TEVA) (“Teva”) announced today that it is increasing the maximum tender amount of its tender offer previously announced on May 19, 2025 from $2.0 billion (equivalent) aggregate cash purchase price (exclusive of accrued and unpaid interest) to approximately $2.25 billion (equivalent) aggregate cash purchase price (exclusive of accrued and unpaid interest) (the “Total Maximum Amount”).

Teva is also increasing the Pool Tender Caps applicable to the Pool 2 Notes and the Pool 3 Notes (each, as defined below) from $250.0 million (equivalent) to $350.0 million (equivalent) and from $200.0 million (equivalent) to $350.0 million (equivalent), respectively, in each case representing aggregate cash purchase price (exclusive of accrued and unpaid interest). 

Teva is offering to purchase (collectively, the “Offers” and each, an “Offer”), for cash, its USD 3.150% Senior Notes due 2026, CUSIP 88167AAE1 / ISIN US88167AAE10 (Registered), issued by Teva Pharmaceutical Finance Netherlands III B.V. (the “Pool 1 Notes”); USD 4.750% Sustainability-Linked Senior Notes due 2027, CUSIP 88167AAP6 / ISIN US88167AAP66 (Registered), issued by Teva Pharmaceutical Finance Netherlands III B.V. (the “Priority 2 Notes”); EUR 3.750% Sustainability-Linked Senior Notes due 2027, Common Code 240660709 / ISIN XS2406607098 (Registered), issued by Teva Pharmaceutical Finance Netherlands II B.V. (the “Priority 3 Notes” and together with the Priority 2 Notes, the “Pool 2 Notes”); USD 7.875% Sustainability-Linked Senior Notes due 2029, CUSIP 88167AAS0 / ISIN US88167AAS06 (Registered), issued by Teva Pharmaceutical Finance Netherlands III B.V. (the “Priority 4 Notes”); EUR 7.375% Sustainability-Linked Senior Notes due 2029, Common Code 259280443 / ISIN XS2592804434 (Registered), issued by Teva Pharmaceutical Finance Netherlands II B.V. (the “Priority 5 Notes”); and USD 8.125% Sustainability-Linked Senior Notes due 2031, CUSIP 88167AAR2 / ISIN US88167AAR23 (Registered), issued by Teva Pharmaceutical Finance Netherlands III B.V. (the “Priority 6 Notes,” and together with the Priority 4 Notes and the Priority 5 Notes, the “Pool 3 Notes,” and the Pool 3 Notes, together with the Pool 1 Notes and the Pool 2 Notes, the “Tender Notes”).

Below is a summary of certain terms of the Offers following the increases to the Total Maximum Amount and the Pool Tender Caps applicable to the Pool 2 Notes and the Pool 3 Notes.

Dollars or Euros per $1,000 or €1,000, as applicable, principal amount

Capped Tender Offers

Title of Notes

Issuer

CUSIP / ISIN / Common Code

Principal Amount Outstanding

Pool Tender Caps (Purchase Price (excluding Accrued Interest))(1)

Acceptance Priority Level(2)

Authorized Denominations (principal amount)

First Par Call Date

Reference Security or Interpolated Mid-Swap Rate

Bloomberg Reference Page / Screen

Fixed Spread (basis points)(5)

Tender Offer Consideration (3)(4)

Early Tender Premium

Total Consideration (3)(6)

Pool 1 Tender Offers

3.150% Senior Notes due 2026

Teva Pharmaceutical Finance Netherlands III B.V.

88167AAE1 / US88167AAE10(Registered)

$3,377,644,000

$1,550,000,000

1

$2,000 and integral multiples of $1,000 in excess thereof

N/A

N/A

N/A

N/A

$931.50

$50.00

$981.50

Pool 2 Tender Offers

4.750% Sustainability-Linked Senior Notes due 2027

Teva Pharmaceutical Finance Netherlands III B.V.

88167AAP6 / US88167AAP66(Registered)

$1,000,000,000

$350,000,000 (equivalent)

2

$200,000 and integral multiples of $1,000 in excess thereof

February 9, 2027

N/A

N/A

N/A

$947.50

$50.00

$997.50

3.750% Sustainability-Linked Senior Notes due 2027

Teva Pharmaceutical Finance Netherlands II B.V.

XS2406607098 / 240660709 (Registered)

€1,100,000,000

3

€100,000 and integral multiples of €1,000 in excess thereof

February 9, 2027

N/A

N/A

N/A

€963.50

€50.00

€1,013.50

Pool 3 Tender Offers

7.875% Sustainability-Linked Senior Notes due 2029

Teva Pharmaceutical Finance Netherlands III B.V.

88167AAS0 / US88167AAS06 (Registered)

$600,000,000

$350,000,000 (equivalent)

4

$200,000 and integral multiples of $1,000 in excess thereof

June 15, 2029

3.875% U.S. Treasury due April 30, 2030

FIT1

+135

See Note (4)

$50.00

See Note (5)

7.375% Sustainability-Linked Senior Notes due 2029

Teva Pharmaceutical Finance Netherlands II B.V.

XS2592804434 / 259280443 (Registered)

€800,000,000

5

€100,000 and integral multiples of €1,000 in excess thereof

June 15, 2029

2029 Euro Notes Interpolated Mid-Swap Rate

IRSB EU<GO> (7)

+150

See Note (4)

€50.00

See Note (5)

8.125% Sustainability-Linked Senior Notes due 2031

Teva Pharmaceutical Finance Netherlands III B.V.

88167AAR2 / US88167AAR23 (Registered)

$500,000,000

6

$200,000 and integral multiples of $1,000 in excess thereof

June 15, 2031

3.875% U.S. Treasury due April 30, 2030

FIT1

+155

See Note (4)

$50.00

See Note (5)

(1)	The Pool 1 Maximum Amount of $1,550,000,000 represents the maximum aggregate purchase price in respect of Pool 1 Notes that will be purchased in the Pool 1 Tender Offers. The Pool 2 Maximum Amount of $350,000,000 (equivalent) represents the maximum aggregate purchase price in respect of Pool 2 Notes that will be purchased in the Pool 2 Tender Offers. The Pool 3 Maximum Amount of $350,000,000 (equivalent) represents the maximum aggregate purchase price in respect of Pool 3 Notes that will be purchased in the Pool 3 Tender Offers. The Pool Tender Caps can be increased or decreased at Teva’s sole discretion, and in each case are exclusive of Accrued Interest.
(2)	Subject to the Total Maximum Amount, the Pool Tender Caps and proration, the principal amount of each series of Notes that is purchased in each of the Offers will be determined in accordance with the applicable acceptance priority level (in numerical priority order) specified in this column. Notes tendered at or prior to the Early Tender Time will also be accepted for purchase in priority to Notes tendered thereafter.
(3)	Excludes accrued and unpaid interest, which will also be paid.
(4)	The Tender Offer Consideration in respect of the Notes of each relevant series will equal the applicable Total Consideration minus the applicable Early Tender Premium.
(5)	The Total Consideration in respect of the Pool 3 Notes of each relevant series shall be calculated from the applicable Reference Yield and the applicable Fixed Spread and which, when calculated in such manner, already includes the applicable Early Tender Premium. The applicable Total Consideration will be calculated with reference to the First Par Call Date, as detailed in the Offer to Purchase.
(6)	Such amount already includes the Early Tender Premium.
(7)	Pricing Source: BGN.

As previously announced, Teva successfully priced its concurrent offering of approximately $2.3 billion (equivalent) of senior notes (the “Notes”) on May 20, 2025, which represented an upsize from its previously announced offering size of $2.0 billion (equivalent). The settlement of the Notes is expected to occur on or about May 28, 2025, subject to customary closing conditions. The settlement of the Notes will satisfy the financing condition to the Offer. The Offer remains subject to the satisfaction or waiver of certain customary conditions set out in the Offer to Purchase relating to the Offer, dated May 19, 2025 (the “Offer to Purchase”), which is available via the offer website: https://clients.dfkingltd.com/teva.

Teva reserves the right at its sole discretion to (i) waive any and all conditions to an Offer with respect to one or more series of Tender Notes; (ii) extend or terminate an Offer with respect to one or more series of Tender Notes at any time; (iii) increase or decrease the Total Maximum Amount; (iv) increase or decrease the Pool Tender Caps; or (v) otherwise amend an Offer with respect to one or more series of Tender Notes in any respect, in each case, subject to applicable law and in accordance with the terms set forth in the Offer to Purchase.

The Offers will expire at 5:00 p.m., Eastern Time, on Tuesday, June 17, 2025, unless extended or earlier terminated (as it may be extended or earlier terminated, the “Expiration Time”). Tenders of Tender Notes may be withdrawn at any time at or prior to 5:00 p.m., Eastern Time, on Monday, June 2, 2025, but may not be withdrawn thereafter, except in certain limited circumstances where additional withdrawal rights are required by law. Holders of the Tender Notes that are validly tendered and not validly withdrawn at or prior to 5:00 p.m., Eastern Time, on Monday, June 2, 2025 (the “Early Tender Time”) and accepted for purchase will receive the applicable Total Consideration as set forth in the Offer to Purchase.

Except as described above in respect of the Total Maximum Amount and the Pool Tender Caps, the terms of the Offer remain unchanged, including the Total Consideration, the Early Tender Premium and the Tender Offer Consideration, each as defined in the Offer to Purchase. Holders who have previously validly tendered (and not withdrawn) their Tender Notes will not need to re-tender their Tender Notes to be eligible to receive the Total Consideration.

BNP PARIBAS, HSBC Bank plc, Intesa Sanpaolo S.p.A., J.P. Morgan Securities plc and Merrill Lynch International (or their respective affiliates) are acting as the Dealer Managers for the Offer. The information and tender agent (the “Information and Tender Agent”) for the Offers is D.F. King. Copies of the Offer to Purchase are available by contacting the Information and Tender Agent at (800) 967-5068 (toll-free), (212) 269-5550 (collect) or +44 20-7920-9700 (UK) or by email at teva@dfkingltd.com. All documentation relating to the offer, together with any updates, will be available via the Offer Website: https://clients.dfkingltd.com/teva. Questions regarding the Offers should be directed to BNP PARIBAS, at +33 1 55 77 78 94 (Europe), +1 (888) 210 4358 (U.S. Toll Free), +1 (212) 841 3059 (U.S.) or by email at liability.management@bnpparibas.com, to HSBC Bank plc, at +44 20 7992 6237 (Europe), +1 (888) HSBC-4LM (U.S. Toll Free), +1 (212) 525-5552 (Collect) or by email at LM_EMEA@hsbc.com, to Intesa Sanpaolo S.p.A., at +39 02 7261 6502 or by email at IMI-liability.management@intesasanpaolo.com, to J.P. Morgan Securities LLC at +1 (866) 834-4666 (U.S. toll free), +1 (212) 834-4818 (Collect), to J.P. Morgan Securities plc at +44 207 134 2468 (Europe) or by email at liability_management_emea@jpmorgan.com, and to Merrill Lynch International at +44 207 996 5420 (Europe), +1 (888) 292-0070 (U.S. Toll Free) or by email atDG.LM-EMEA@bofa.com.

This announcement shall not constitute an offer to sell, a solicitation to buy or an offer to purchase or sell any Tender Notes. The Offers are being made only pursuant to the Offer to Purchase and only in such jurisdictions as is permitted under applicable law.

Capitalized terms used in this announcement but not otherwise defined shall have the meanings given to them in the Offer to Purchase.

About Teva

Teva Pharmaceutical Industries Ltd. (NYSE and TASE: TEVA) is a different kind of global biopharmaceutical leader, one that operates across the full spectrum of innovation to reliably deliver medicines to patients worldwide. For over 120 years, Teva’s commitment to bettering health has never wavered. Today, the company’s global network of capabilities enables its 37,000 employees across 57 markets to advance health by developing medicines for the future while championing the production of generics and biologics. We are dedicated to addressing patients’ needs, now and in the future. Moving forward together with science that treats, inspired by the people we serve.

Cautionary Note Regarding Forward-Looking Statements

This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, which are based on management’s current beliefs and expectations and are subject to substantial risks and uncertainties, both known and unknown, that could cause our future results, performance or achievements to differ significantly from that expressed or implied by such forward-looking statements. Important factors that could cause or contribute to such differences include risks relating to: completion of the previously announced offering of senior notes and the Offers for certain outstanding notes; our significant indebtedness, which may limit our ability to incur additional indebtedness, engage in additional transactions or make new investments, and may result in a further downgrade of our credit ratings; our inability to raise debt or borrow funds in amounts or on terms that are favorable to us; and other factors discussed in our Quarterly Report on Form 10-Q for the first quarter of 2025, our Annual Report on Form 10-K for the year ended December 31, 2024, including the sections thereof captioned “Risk Factors” and “Forward Looking Statements,” and other filings with the SEC, which are available at www.sec.gov. Forward-looking statements speak only as of the date on which they are made, and we assume no obligation to update or revise any forward-looking statements or other information contained herein, whether as a result of new information, future events or otherwise. You are cautioned not to put undue reliance on these forward-looking statements. No assurance can be given that the transactions described herein will be consummated or as to the ultimate terms of any such transactions.

Teva Media Inquiries:
TevaCommunicationsNorthAmerica@tevapharm.com

Teva Investor Relations Inquires
TevaIR@Tevapharm.com

FAQ

What is the new maximum amount of Teva's (TEVA) debt tender offer?

Teva has increased its maximum tender offer amount from $2.0 billion to approximately $2.25 billion aggregate cash purchase price, excluding accrued and unpaid interest.

When does Teva's (TEVA) 2025 debt tender offer expire?

The tender offer expires at 5:00 p.m., Eastern Time, on Tuesday, June 17, 2025, unless extended or earlier terminated.

What are the new Pool Tender Caps for Teva's (TEVA) Pool 2 and Pool 3 Notes?

The Pool Tender Caps for both Pool 2 Notes and Pool 3 Notes have been increased to $350 million equivalent each, up from $250 million and $200 million respectively.

What is the Early Tender deadline for Teva's (TEVA) 2025 debt tender offer?

The Early Tender deadline is 5:00 p.m., Eastern Time, on Monday, June 2, 2025. Holders who tender by this time will receive the Total Consideration, including the Early Tender Premium.

How much did Teva (TEVA) raise in its concurrent senior notes offering?

Teva successfully priced approximately $2.3 billion equivalent of senior notes on May 20, 2025, which was an increase from the previously announced $2.0 billion offering size.